PART I – FINANCIAL INFORMATION [Glossary of Acronyms and Terms](index=4&type=section&id=Glossary%20of%20Acronyms%20and%20Terms) This section defines key financial and regulatory terms, aiding comprehension of the report's content - The glossary defines key financial and regulatory terms such as **ACL** (Allowance for credit losses), **AFS** (Available for sale), **CECL** (Current expected credit losses), **FDIC** (Federal Deposit Insurance Corporation), **GAAP** (U.S. generally accepted accounting principles), **MD&A** (Management's Discussion and Analysis), **SEC** (Securities and Exchange Commission), **SOFR** (Secured Overnight Financing Rate), and **TDR** (Troubled debt restructuring)[11](index=11&type=chunk) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This item presents F.N.B. Corporation's unaudited consolidated financial statements for the period ended June 30, 2023, including balance sheets, income statements, and cash flows [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets show FNB's financial position at June 30, 2023, with increased total assets and equity, and decreased total deposits Consolidated Balance Sheets (Millions $) | Metric | June 30, 2023 (Millions $) | December 31, 2022 (Millions $) | Change ($M) | Change (%) | | :--------------------------------- | :-------------------------- | :--------------------------- | :---------- | :--------- | | Total Assets | 44,778 | 43,725 | 1,053 | 2.41% | | Net Loans and Leases | 30,941 | 29,853 | 1,088 | 3.64% | | Total Deposits | 33,825 | 34,770 | (945) | -2.72% | | Total Liabilities | 38,960 | 38,072 | 888 | 2.33% | | Total Stockholders' Equity | 5,818 | 5,653 | 165 | 2.92% | [Consolidated Statements of Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income) Income statements reveal significant year-over-year growth in net interest income and net income for Q2 and H1 2023, despite rising expenses Consolidated Statements of Income (3 Months Ended June 30, Millions $) | Metric | 3 Months Ended June 30, 2023 ($M) | 3 Months Ended June 30, 2022 ($M) | Change ($M) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :---------- | :--------- | | Total Interest Income | 484 | 280 | 204 | 72.86% | | Total Interest Expense | 155 | 26 | 129 | 496.15% | | Net Interest Income | 329 | 254 | 75 | 29.53% | | Provision for credit losses | 19 | 6 | 13 | 216.67% | | Total Non-Interest Income | 81 | 82 | (1) | -1.22% | | Total Non-Interest Expense | 212 | 193 | 19 | 9.84% | | Net Income | 142 | 109 | 33 | 30.28% | | Net Income Available to Common Stockholders | 140 | 107 | 33 | 30.84% | | Diluted EPS | 0.39 | 0.30 | 0.09 | 30.00% | Consolidated Statements of Income (6 Months Ended June 30, Millions $) | Metric | 6 Months Ended June 30, 2023 ($M) | 6 Months Ended June 30, 2022 ($M) | Change ($M) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :---------- | :--------- | | Total Interest Income | 928 | 534 | 394 | 73.78% | | Total Interest Expense | 262 | 46 | 216 | 469.57% | | Net Interest Income | 666 | 488 | 178 | 36.48% | | Provision for credit losses | 33 | 24 | 9 | 37.50% | | Total Non-Interest Income | 160 | 160 | 0 | 0.00% | | Total Non-Interest Expense | 432 | 420 | 12 | 2.86% | | Net Income | 289 | 162 | 127 | 78.40% | | Net Income Available to Common Stockholders | 285 | 158 | 127 | 80.38% | | Diluted EPS | 0.78 | 0.45 | 0.33 | 73.33% | [Consolidated Statements of Comprehensive Income (Loss)](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Comprehensive income improved significantly for Q2 and H1 2023, driven by reduced unrealized losses on available-for-sale securities Consolidated Statements of Comprehensive Income (Loss) (3 Months Ended June 30, Millions $) | Metric | 3 Months Ended June 30, 2023 ($M) | 3 Months Ended June 30, 2022 ($M) | Change ($M) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :---------- | :--------- | | Net Income | 142 | 109 | 33 | 30.28% | | Other Comprehensive Income (Loss) | (40) | (50) | 10 | 20.00% | | Comprehensive Income (Loss) | 102 | 59 | 43 | 72.88% | Consolidated Statements of Comprehensive Income (Loss) (6 Months Ended June 30, Millions $) | Metric | 6 Months Ended June 30, 2023 ($M) | 6 Months Ended June 30, 2022 ($M) | Change ($M) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :---------- | :--------- | | Net Income | 289 | 162 | 127 | 78.40% | | Other Comprehensive Income (Loss) | 2 | (190) | 192 | 101.05% | | Comprehensive Income (Loss) | 291 | (28) | 319 | 1139.29% | [Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity increased from December 2022 to June 2023, primarily due to comprehensive income, partially offset by dividends Consolidated Statements of Stockholders' Equity (Millions $) | Metric | June 30, 2023 ($M) | December 31, 2022 ($M) | Change ($M) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :---------- | :--------- | | Total Stockholders' Equity (End of Period) | 5,818 | 5,653 | 165 | 2.92% | | Retained Earnings (6 Months Ended) | 1,564 | 1,370 | 194 | 14.16% | | Accumulated Other Comprehensive Loss (6 Months Ended) | (355) | (357) | 2 | 0.56% | | Treasury Stock (6 Months Ended) | (188) | (167) | (21) | 12.57% | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents increased for H1 2023, driven by financing activities offsetting cash used in investing activities Consolidated Statements of Cash Flows (Millions $) | Metric | 6 Months Ended June 30, 2023 ($M) | 6 Months Ended June 30, 2022 ($M) | Change ($M) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :---------- | :--------- | | Net cash flows (used in) provided by operating activities | 149 | 692 | (543) | -78.47% | | Net cash flows (used in) provided by investing activities | (953) | (1,588) | 635 | 40.00% | | Net cash flows provided by (used in) financing activities | 834 | (568) | 1,402 | 246.83% | | Net Increase (Decrease) in Cash and Cash Equivalents | 30 | (1,464) | 1,494 | 102.05% | | Cash and Cash Equivalents at End of Period | 1,704 | 2,029 | (325) | -16.02% | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures on FNB's accounting policies, mergers, securities, loans, and other financial statement components [NATURE OF OPERATIONS](index=11&type=section&id=NATURE%20OF%20OPERATIONS) FNB is a diversified financial services company operating across seven states, offering commercial, consumer, and wealth management solutions - F.N.B. Corporation operates in **seven states and D.C.**, with **346 branches** as of June 30, 2023[21](index=21&type=chunk) - The company provides commercial banking (corporate, small business, real estate, capital markets, lease financing), consumer banking (deposits, mortgages, lending, mobile/online services), and wealth management (asset management, private banking, insurance)[22](index=22&type=chunk) [NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%201.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the basis of presentation, consolidation principles, and the use of estimates in FNB's financial statements - The financial statements consolidate entities where FNB has a controlling financial interest or is the primary beneficiary of a Variable Interest Entity (VIE)[23](index=23&type=chunk)[24](index=24&type=chunk) - Preparation of financial statements requires significant estimates and assumptions, particularly for **Allowance for Credit Losses (ACL)**, fair value of financial instruments, goodwill, intangible assets, income taxes, deferred tax assets, and litigation reserves[27](index=27&type=chunk) [NOTE 2. NEW ACCOUNTING STANDARDS](index=12&type=section&id=NOTE%202.%20NEW%20ACCOUNTING%20STANDARDS) FNB adopted ASU 2022-02 with no material impact and is assessing ASU 2023-02 for potential future financial statement effects - FNB adopted **ASU 2022-02** (Troubled Debt Restructurings and Vintage Disclosures) on January 1, 2023, with **no material impact** on consolidated financial statements[29](index=29&type=chunk) - FNB is reviewing **ASU 2023-02** (Tax Equity Investments) for its potential impact, with an effective date of January 1, 2024. This update expands the proportional amortization method to other tax credit structures[29](index=29&type=chunk) [NOTE 3. MERGERS AND ACQUISITIONS](index=13&type=section&id=NOTE%203.%20MERGERS%20AND%20ACQUISITIONS) FNB completed acquisitions of Howard Bancorp and UB Bancorp in 2022, expanding its market presence and adding assets and deposits - FNB acquired **Howard Bancorp, Inc.** in January 2022 for approximately **$443 million**, issuing **34,074,495 common shares**. The acquisition added **$2.4 billion in assets**, including **$1.8 billion in loans and deposits**, and resulted in **$177 million in goodwill**[31](index=31&type=chunk)[33](index=33&type=chunk)[43](index=43&type=chunk) - FNB acquired **UB Bancorp (Union)** in December 2022 for approximately **$126 million**, issuing **9,672,691 common shares**. The acquisition added **$1.1 billion in assets**, including **$0.7 billion in loans and $1.0 billion in deposits**, and resulted in **$38 million in goodwill and $41 million in core deposit intangibles**[36](index=36&type=chunk)[39](index=39&type=chunk)[43](index=43&type=chunk) Acquired Assets & Liabilities (Millions $) | Acquired Assets & Liabilities (in millions) | Howard | Union | | :---------------------------------------- | :----- | :---- | | Fair value of consideration paid | $443 | $126 | | Cash and cash equivalents | $75 | $113 | | Securities | $321 | $212 | | Loans | $1,780 | $652 | | Core deposit and other intangible assets | $19 | $41 | | Fixed and other assets | $156 | $59 | | Deposits | $1,831 | $956 | | Borrowings | $247 | $30 | | Other liabilities | $7 | $3 | | Goodwill recognized | $177 | $38 | [NOTE 4. SECURITIES](index=15&type=section&id=NOTE%204.%20SECURITIES) FNB's debt securities portfolio experienced unrealized losses due to rising interest rates, with most securities backed by the U.S. government Debt Securities AFS (Millions $) | Debt Securities AFS (in millions) | June 30, 2023 | December 31, 2022 | | :-------------------------------- | :------------ | :---------------- | | Amortized Cost | $3,519 | $3,622 | | Fair Value | $3,177 | $3,275 | | Gross Unrealized Losses | $(343) | $(348) | Debt Securities HTM (Millions $) | Debt Securities HTM (in millions) | June 30, 2023 | December 31, 2022 | | :-------------------------------- | :------------ | :---------------- | | Amortized Cost | $3,988 | $4,087 | | Fair Value | $3,587 | $3,687 | | Gross Unrealized Losses | $(402) | $(403) | - Unrealized losses on AFS and HTM portfolios are primarily due to increased market interest rates, with **84.6% of securities backed or sponsored by the U.S. government**, indicating temporary losses not reflecting expected credit losses[47](index=47&type=chunk)[52](index=52&type=chunk)[54](index=54&type=chunk) - The municipal bond portfolio (**$1.1 billion**) has an average rating of **AA**, with **100% rated A or better**, and **61% having formal credit enhancement**. The corporate bond portfolio (**$46.7 million**) primarily consists of subordinated debentures of banks[56](index=56&type=chunk)[58](index=58&type=chunk) [NOTE 5. LOANS AND LEASES](index=20&type=section&id=NOTE%205.%20LOANS%20AND%20LEASES) Total loans and leases increased to $31.35 billion, with commercial real estate and residential mortgages as largest segments, and non-performing loans rising Loan Category (Millions $) | Loan Category (in millions) | June 30, 2023 | December 31, 2022 | Change ($M) | Change (%) | | :-------------------------- | :------------ | :---------------- | :---------- | :--------- | | Commercial real estate | $11,689 | $11,526 | $163 | 1.41% | | Commercial and industrial | $7,248 | $7,131 | $117 | 1.64% | | Residential mortgages | $6,089 | $5,297 | $792 | 14.95% | | Total loans and leases | $31,354 | $30,255 | $1,099 | 3.63% | - Non-performing loans and leases increased to **$143 million** at June 30, 2023, from **$113 million** at December 31, 2022, primarily due to a single commercial and industrial loan downgraded to non-accrual status[77](index=77&type=chunk) Non-Performing Assets (Millions $) | Non-Performing Assets (in millions) | June 30, 2023 | December 31, 2022 | Change ($M) | Change (%) | | :---------------------------------- | :------------ | :---------------- | :---------- | :--------- | | Non-accrual loans | $143 | $113 | $30 | 26.55% | | Other real estate owned | $5 | $6 | $(1) | -16.67% | | Total non-performing assets | $148 | $119 | $29 | 24.37% | - Loan modifications for borrowers experiencing financial difficulty primarily involved term extensions, with a total amortized cost basis of **$14.5 million** for the three months ended June 30, 2023, and **$18.4 million** for the six months ended June 30, 2023[80](index=80&type=chunk)[81](index=81&type=chunk) [NOTE 6. ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES](index=31&type=section&id=NOTE%206.%20ALLOWANCE%20FOR%20CREDIT%20LOSSES%20ON%20LOANS%20AND%20LEASES) ACL on loans and leases increased to $412.7 million due to loan growth and a specific reserve, with stable coverage ratio ACL on Loans and Leases (Millions $) | Metric (in millions) | June 30, 2023 | December 31, 2022 | Change ($M) | Change (%) | | :------------------- | :------------ | :---------------- | :---------- | :--------- | | ACL on loans and leases | $412.7 | $401.7 | $11.0 | 2.74% | | ACL coverage ratio | 1.32% | 1.33% | -0.01% | -0.75% | Provision for Credit Losses and Net Charge-offs (3 Months Ended June 30, Millions $) | Metric (in millions) | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | Change ($M) | Change (%) | | :------------------- | :----------------------------- | :----------------------------- | :---------- | :--------- | | Total provision for credit losses | $18.5 | $6.4 | $12.1 | 189.06% | | Net charge-offs | $8.7 | $(0.4) | $9.1 | 2275.00% | Provision for Credit Losses and Net Charge-offs (6 Months Ended June 30, Millions $) | Metric (in millions) | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | Change ($M) | Change (%) | | :------------------- | :----------------------------- | :----------------------------- | :---------- | :--------- | | Total provision for credit losses | $32.6 | $24.4 | $8.2 | 33.61% | | Net charge-offs | $21.9 | $1.5 | $20.4 | 1360.00% | - The increase in provision for credit losses was primarily due to loan growth and a **$13 million specific reserve** for a single commercial and industrial loan downgraded to non-performing status[98](index=98&type=chunk) [NOTE 7. LOAN SERVICING](index=34&type=section&id=NOTE%207.%20LOAN%20SERVICING) FNB's mortgage servicing rights (MSRs) increased in fair value, highly sensitive to interest rate changes, with no valuation allowance Mortgage Loans Sold with Servicing Retained (Millions $) | Metric (in millions) | June 30, 2023 | December 31, 2022 | Change ($M) | Change (%) | | :------------------- | :------------ | :---------------- | :---------- | :--------- | | Mortgage loans sold with servicing retained | $5,435 | $5,242 | $193 | 3.68% | Mortgage Servicing Rights (MSRs) (Millions $) | Metric (in millions) | June 30, 2023 | June 30, 2022 | Change ($M) | Change (%) | | :------------------- | :------------ | :------------ | :---------- | :--------- | | MSRs Balance at end of period | $55.7 | $50.7 | $5.0 | 9.86% | | MSRs Fair value, end of period | $72.1 | $64.1 | $8.0 | 12.48% | - The fair value of MSRs is highly sensitive to changes in prepayment rates, which are inversely related to interest rates. An increase in interest rates generally increases MSR fair value, while a decrease reduces it[103](index=103&type=chunk)[105](index=105&type=chunk) [NOTE 8. LEASES](index=35&type=section&id=NOTE%208.%20LEASES) FNB holds operating and finance leases for branches and equipment, with new operating leases expected to commence in 2023 Lease Assets and Liabilities (Millions $) | Lease Type (in millions) | Right-of-Use Assets (June 30, 2023) | Lease Liabilities (June 30, 2023) | | :----------------------- | :---------------------------------- | :-------------------------------- | | Operating leases | $134.7 | $144.7 | | Finance leases | $28.7 | $29.5 | - FNB expects to add approximately **$76.4 million** in right-of-use assets and **$97.8 million** in other liabilities from new operating leases, including a new headquarters building, commencing throughout the remainder of 2023[107](index=107&type=chunk) Lease Cost (Millions $) | Lease Cost (in millions) | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :----------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Operating lease cost | $8 | $8 | $16 | $16 | | Finance lease cost | $1 | $0 | $2 | $0 | | Total lease cost | $10 | $9 | $20 | $18 | [NOTE 9. VARIABLE INTEREST ENTITIES](index=37&type=section&id=NOTE%209.%20VARIABLE%20INTEREST%20ENTITIES) FNB holds interests in unconsolidated VIEs, primarily TPS and Affordable Housing Tax Credit Partnerships, with a maximum exposure to loss of $153 million Unconsolidated VIEs (Millions $) | Unconsolidated VIEs (in millions) | Total Assets (June 30, 2023) | Maximum Exposure to Loss (June 30, 2023) | | :-------------------------------- | :--------------------------- | :--------------------------------------- | | Trust preferred securities | $1 | $0 | | Affordable housing tax credit partnerships | $117 | $117 | | Other investments | $36 | $36 | | Total | $154 | $153 | - FNB's investments in Affordable Housing Tax Credit Partnerships are accounted for using the proportional amortization method, impacting the provision for income taxes[118](index=118&type=chunk)[120](index=120&type=chunk) [NOTE 10. BORROWINGS](index=38&type=section&id=NOTE%2010.%20BORROWINGS) Total borrowings significantly increased to $4.372 billion, driven by FHLB advances to maintain liquidity, and senior note issuance Borrowing Type (Millions $) | Borrowing Type (in millions) | June 30, 2023 | December 31, 2022 | Change ($M) | Change (%) | | :--------------------------- | :------------ | :---------------- | :---------- | :--------- | | Short-term borrowings | $2,391 | $1,372 | $1,019 | 74.27% | | Long-term borrowings | $1,981 | $1,093 | $888 | 81.24% | | Total borrowings | $4,372 | $2,465 | $1,907 | 77.36% | - The increase in borrowings is primarily due to increased **FHLB advances**, with **$2.0 billion in short-term** and **$1.2 billion in long-term advances** at June 30, 2023, utilized to maintain additional liquidity following banking industry disruption[123](index=123&type=chunk)[126](index=126&type=chunk) - FNB issued **$350 million of 5.150% fixed-rate senior notes** in August 2022 and repurchased **$15.0 million in other subordinated debt** in Q2 2023[124](index=124&type=chunk)[125](index=125&type=chunk) [NOTE 11. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES](index=41&type=section&id=NOTE%2011.%20DERIVATIVE%20INSTRUMENTS%20AND%20HEDGING%20ACTIVITIES) FNB uses derivatives, mainly interest rate contracts, to manage interest rate risk and facilitate customer transactions, not for trading - FNB uses derivative instruments to reduce the effects of interest rate changes on net income and cash flows, and to facilitate customer transactions, not for trading or speculative purposes[133](index=133&type=chunk) Gross Derivatives (Millions $) | Gross Derivatives (in millions) | Notional Amount (June 30, 2023) | Fair Value Asset (June 30, 2023) | Fair Value Liability (June 30, 2023) | | :------------------------------ | :------------------------------ | :------------------------------- | :--------------------------------- | | Subject to master netting arrangements | $7,375 | $96 | $8 | | Not subject to master netting arrangements | $6,469 | $7 | $380 | | Total | $13,844 | $103 | $388 | - Derivatives designated as cash flow hedges (interest rate contracts) initially report gains/losses in OCI, then reclassify to earnings. Non-designated derivatives (interest rate swaps, lock commitments, forward delivery, credit risk contracts) impact current period earnings[134](index=134&type=chunk)[137](index=137&type=chunk)[143](index=143&type=chunk)[145](index=145&type=chunk) [NOTE 12. COMMITMENTS, CREDIT RISK AND CONTINGENCIES](index=44&type=section&id=NOTE%2012.%20COMMITMENTS,%20CREDIT%20RISK%20AND%20CONTINGENCIES) FNB has off-balance sheet commitments totaling $13.416 billion and is involved in legal proceedings, with no material adverse effect anticipated Off-Balance Sheet Credit Risk (Millions $) | Off-Balance Sheet Credit Risk (in millions) | June 30, 2023 | December 31, 2022 | Change ($M) | Change (%) | | :---------------------------------------- | :------------ | :---------------- | :---------- | :--------- | | Commitments to extend credit | $13,416 | $13,250 | $166 | 1.25% | | Standby letters of credit | $230 | $207 | $23 | 11.11% | - The **AULC** for non-cancellable commitments was **$21.0 million** at June 30, 2023, slightly down from **$21.4 million** at December 31, 2022[154](index=154&type=chunk) - FNB is routinely involved in legal proceedings and regulatory matters; while significant monetary damages or sanctions may be sought, management does not believe they will have a material adverse effect on financial position or liquidity, though they could impact net income in a given period[156](index=156&type=chunk)[157](index=157&type=chunk) [NOTE 13. STOCK INCENTIVE PLANS](index=45&type=section&id=NOTE%2013.%20STOCK%20INCENTIVE%20PLANS) FNB issues restricted stock awards to employees, with $13 million in stock-based compensation expense for H1 2023 - FNB granted **1,354,017 restricted stock units** during the six months ended June 30, 2023, and had **3,674,862 unvested units** outstanding at period-end[158](index=158&type=chunk)[161](index=161&type=chunk) Stock-based Compensation (Millions $) | Metric (in millions) | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :------------------- | :----------------------------- | :----------------------------- | | Stock-based compensation expense | $13 | $12 | | Tax benefit | $3 | $3 | | Fair value of units vested | $30 | $21 | - All outstanding stock options (**107,823** at June 30, 2023) were assumed from acquisitions and are fully vested, with an intrinsic value of **$0.2 million**[164](index=164&type=chunk)[165](index=165&type=chunk) [NOTE 14. INCOME TAXES](index=47&type=section&id=NOTE%2014.%20INCOME%20TAXES) Income tax expense increased to $72 million for H1 2023 due to higher pre-tax earnings, with a slightly decreased effective tax rate Income Taxes (Millions $) | Metric (in millions) | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Total income taxes | $37 | $28 | $72 | $42 | | Effective tax rate | 20.5% | 20.1% | 20.0% | 20.4% | | Statutory federal tax rate | 21.0% | 21.0% | 21.0% | 21.0% | - The effective tax rate is lower than the statutory rate due to tax-exempt income, tax credits, and income from BOLI. The decrease in the effective tax rate for the six months ended June 30, 2023, was primarily due to higher deduction levels from employee stock compensation vesting[166](index=166&type=chunk) [NOTE 15. OTHER COMPREHENSIVE INCOME (LOSS)](index=48&type=section&id=NOTE%2015.%20OTHER%20COMPREHENSIVE%20INCOME%20(LOSS)) Accumulated other comprehensive loss improved slightly to $(355) million, driven by changes in unrealized gains/losses on securities Other Comprehensive Income (Loss) (Millions $) | Metric (in millions) | 6 Months Ended June 30, 2023 | | :------------------- | :----------------------------- | | Balance at beginning of period | $(357) | | Other comprehensive (loss) income before reclassifications | $(5) | | Amounts reclassified from AOCI | $7 | | Net current period other comprehensive (loss) income | $2 | | Balance at end of period | $(355) | - Amounts reclassified from AOCI related to debt securities AFS are included in net securities gains, while those from derivative instruments in cash flow hedge programs are generally included in interest income on loans and leases[168](index=168&type=chunk) [NOTE 16. EARNINGS PER COMMON SHARE](index=48&type=section&id=NOTE%2016.%20EARNINGS%20PER%20COMMON%20SHARE) FNB reported significant year-over-year growth in basic and diluted EPS for Q2 and H1 2023, reaching $0.78 diluted EPS for H1 Earnings Per Common Share (Millions $) | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Net income available to common stockholders ($M) | $140 | $107 | $285 | $158 | | Basic EPS | $0.39 | $0.30 | $0.79 | $0.45 | | Diluted EPS | $0.39 | $0.30 | $0.78 | $0.45 | - Basic EPS is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding, while diluted EPS adjusts for the dilutive effect of potential common shares[169](index=169&type=chunk)[170](index=170&type=chunk) [NOTE 17. CASH FLOW INFORMATION](index=49&type=section&id=NOTE%2017.%20CASH%20FLOW%20INFORMATION) Supplemental cash flow information for H1 2023 includes $238 million in interest paid and $67 million in income taxes paid Cash Flow Information (Millions $) | Metric (in millions) | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :------------------- | :----------------------------- | :----------------------------- | | Interest paid | $238 | $45 | | Income taxes paid | $67 | $35 | | Transfers of loans to OREO | $1 | $1 | | Loans transferred to portfolio from held for sale | $26 | $0 | - No restricted cash was held as of June 30, 2023, or 2022[172](index=172&type=chunk) [NOTE 18. BUSINESS SEGMENTS](index=49&type=section&id=NOTE%2018.%20BUSINESS%20SEGMENTS) FNB operates in Community Banking, Wealth Management, and Insurance segments, with Community Banking being the largest contributor to income - FNB operates in three reportable segments: **Community Banking** (commercial and consumer banking), **Wealth Management** (fiduciary, brokerage, investment advisory), and **Insurance** (commercial and personal insurance brokerage, reinsurer)[174](index=174&type=chunk)[176](index=176&type=chunk) Segment Performance (3 Months Ended June 30, 2023, Millions $) | Segment Performance (3 Months Ended June 30, 2023, in millions) | Community Banking | Wealth Management | Insurance | Parent and Other | Consolidated | | :------------------------------------------------------------ | :---------------- | :---------------- | :-------- | :--------------- | :----------- | | Interest income | $483 | $0 | $0 | $1 | $484 | | Net interest income | $336 | $0 | $0 | $(7) | $329 | | Non-interest income | $57 | $18 | $7 | $(1) | $81 | | Net income (loss) | $143 | $4 | $1 | $(6) | $142 | | Total assets | $44,629 | $39 | $32 | $78 | $44,778 | Segment Performance (6 Months Ended June 30, 2023, Millions $) | Segment Performance (6 Months Ended June 30, 2023, in millions) | Community Banking | Wealth Management | Insurance | Parent and Other | Consolidated | | :------------------------------------------------------------ | :---------------- | :---------------- | :-------- | :--------------- | :----------- | | Interest income | $925 | $0 | $0 | $3 | $928 | | Net interest income | $680 | $0 | $0 | $(14) | $666 | | Non-interest income | $112 | $36 | $14 | $(2) | $160 | | Net income (loss) | $290 | $8 | $4 | $(13) | $289 | | Total assets | $44,629 | $39 | $32 | $78 | $44,778 | [NOTE 19. FAIR VALUE MEASUREMENTS](index=52&type=section&id=NOTE%2019.%20FAIR%20VALUE%20MEASUREMENTS) FNB measures assets and liabilities at fair value using Level 1 and Level 2 inputs for recurring items, and Level 3 for non-recurring items Assets Measured at Fair Value (June 30, 2023, Millions $) | Assets Measured at Fair Value (June 30, 2023, in millions) | Level 1 | Level 2 | Level 3 | Total | | :------------------------------------------------------- | :------ | :------ | :------ | :---- | | Debt securities available for sale | $306 | $2,871 | $0 | $3,177 | | Loans held for sale | $0 | $82 | $0 | $82 | | Derivative financial instruments | $0 | $103 | $0 | $103 | | Total assets measured at fair value on a recurring basis | $306 | $3,056 | $0 | $3,362 | Liabilities Measured at Fair Value (June 30, 2023, Millions $) | Liabilities Measured at Fair Value (June 30, 2023, in millions) | Level 1 | Level 2 | Level 3 | Total | | :------------------------------------------------------------ | :------ | :------ | :------ | :---- | | Derivative financial instruments | $0 | $386 | $2 | $388 | | Total liabilities measured at fair value on a recurring basis | $0 | $386 | $2 | $388 | Assets Measured at Fair Value on a Non-Recurring Basis (June 30, 2023, Millions $) | Assets Measured at Fair Value on a Non-Recurring Basis (June 30, 2023, in millions) | Level 1 | Level 2 | Level 3 | Total | | :-------------------------------------------------------------------------------- | :------ | :------ | :------ | :---- | | Collateral dependent loans | $0 | $0 | $47 | $47 | | Other assets - SBA servicing asset | $0 | $0 | $2 | $2 | | Other real estate owned | $0 | $0 | $2 | $2 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=56&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses FNB's financial performance for Q2 and H1 2023, covering income, balance sheet, capital, liquidity, and market risk [CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION](index=56&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20INFORMATION) This section warns that forward-looking statements are subject to various economic, regulatory, competitive, and operational risks and uncertainties - Forward-looking statements are subject to risks including U.S. and global financial market developments, governmental regulation, economic slowdowns, inflation, tariffs, and sociopolitical environments[195](index=195&type=chunk) - Other risks include managing business risks, competition, technological changes, unpredictable events (disasters, pandemics, geopolitical instability, cyber-attacks), and legal/regulatory developments (e.g., changes in accounting standards, capital requirements, enforcement actions)[195](index=195&type=chunk)[200](index=200&type=chunk) [APPLICATION OF CRITICAL ACCOUNTING POLICIES](index=57&type=section&id=APPLICATION%20OF%20CRITICAL%20ACCOUNTING%20POLICIES) FNB's critical accounting policies and estimates remain unchanged since December 31, 2022, as detailed in its 2022 Annual Report - No significant changes in critical accounting policies or the assumptions and judgments used in applying them have occurred since December 31, 2022[198](index=198&type=chunk) [USE OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS](index=57&type=section&id=USE%20OF%20NON-GAAP%20FINANCIAL%20MEASURES%20AND%20KEY%20PERFORMANCE%20INDICATORS) FNB uses non-GAAP measures like operating net income and tangible book value to provide clearer insights into performance and trends - Non-GAAP measures (e.g., operating net income, tangible book value, efficiency ratio FTE) are used to supplement GAAP results, providing insights into operating performance and trends, and facilitating peer comparisons[199](index=199&type=chunk) - Management believes certain items like merger expenses, initial provision for non-PCD loans, and branch consolidation costs are not organic to operations and are excluded from operating non-GAAP measures[202](index=202&type=chunk) [FINANCIAL SUMMARY](index=58&type=section&id=FINANCIAL%20SUMMARY) FNB reported strong Q2 2023 performance with increased net income, diluted EPS, tangible book value, and an improved efficiency ratio Financial Summary (Millions $) | Metric | Q2 2023 | Q2 2022 | Change (%) | | :--------------------------------------- | :------ | :------ | :--------- | | Net income available to common stockholders ($M) | $140.4 | $107.1 | 31.09% | | Net income per diluted common share | $0.39 | $0.30 | 30.00% | | Operating net income per diluted common share (non-GAAP) | $0.39 | $0.31 | 25.81% | | Book value per common share (period-end) | $15.92 | $15.19 | 4.81% | | Tangible book value per common share (non-GAAP) | $8.79 | $8.10 | 8.52% | | Common equity tier 1 | 10.1% | 9.7% | 4.12% | | Efficiency ratio (non-GAAP) | 50.0% | 55.2% | -9.42% | - Net interest income increased **$75.6 million (29.8%)** YoY, driven by earning asset growth and higher interest rates, but decreased **2.2%** QoQ due to accelerating deposit costs and migration to time deposits[207](index=207&type=chunk) - Period-end total loans and leases increased **$3.3 billion (11.8%)** YoY, with organic growth across diverse geographic footprint. On a linked-quarter basis, loans increased **$680.6 million (2.2%)**[210](index=210&type=chunk) - Period-end deposits decreased **$365.4 million (1.1%)** QoQ due to seasonal outflows and inflationary pressures. **77%** of deposits were FDIC-insured or collateralized[210](index=210&type=chunk) - The ratio of loans to deposits was **92.7%** (vs. 87.0% prior year), and non-interest-bearing deposits comprised **32%** of total deposits (vs. 34% prior year), reflecting a shift in funding mix[210](index=210&type=chunk) [Industry Developments](index=61&type=section&id=Industry%20Developments) The banking industry experienced disruption in March 2023, leading to federal intervention, while FNB maintained stable deposits and ample liquidity - Failures of Silicon Valley Bank, Signature Bank, and First Republic Bank in March-May 2023 led to federal government intervention, including full depositor protection and the creation of the **Bank Term Funding Program (BTFP)** for additional liquidity[212](index=212&type=chunk)[213](index=213&type=chunk) - FNB did not participate in the BTFP, maintaining stable deposit balances due to a granular deposit base (average customer deposit account balance **~$29,000**) and ample liquidity (estimated **140% coverage** of uninsured/non-collateralized deposits)[214](index=214&type=chunk) - The banking industry transitioned from **LIBOR to SOFR** as the primary benchmark interest rate, with FNB ceasing LIBOR-based loan originations by January 1, 2022, and completing remediation efforts for existing LIBOR-based loans by June 30, 2023[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) [RESULTS OF OPERATIONS](index=62&type=section&id=RESULTS%20OF%20OPERATIONS) FNB's Q2 and H1 2023 results show significant net income and EPS growth, driven by net interest income, offset by increased expenses [Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022](index=62&type=section&id=Three%20Months%20Ended%20June%2030,%202023%20Compared%20to%20the%20Three%20Months%20Ended%20June%2030,%202022) Q2 2023 net income available to common stockholders increased 31.0% to $140.4 million, driven by higher net interest income Results of Operations (3 Months Ended June 30, Millions $) | Metric | Q2 2023 ($M) | Q2 2022 ($M) | Change ($M) | Change (%) | | :--------------------------------- | :----------- | :----------- | :---------- | :--------- | | Net income available to common stockholders | $140.4 | $107.1 | $33.3 | 31.09% | | Diluted EPS | $0.39 | $0.30 | $0.09 | 30.00% | | Net interest income | $329.2 | $253.7 | $75.5 | 29.76% | | Provision for credit losses | $18.5 | $6.4 | $12.1 | 189.06% | | Non-interest income | $80.3 | $82.2 | $(1.9) | -2.31% | | Non-interest expense | $212.0 | $192.8 | $19.2 | 9.96% | - Net interest margin (FTE) increased **61 basis points to 3.37%**, as earning asset yields rose **189 basis points**, partially offset by a **134 basis-point increase** in total cost of funds[225](index=225&type=chunk) - Loan growth was strong, with average loans and leases increasing **$3.8 billion (14.0%)**, led by commercial real estate, commercial and industrial loans, and residential mortgages[228](index=228&type=chunk) - Interest expense increased **$127.9 million** due to higher rates on interest-bearing liabilities (up **187 bps to 2.32%**) and growth in average interest-bearing deposits and borrowings[231](index=231&type=chunk) - Non-interest expense increase was primarily driven by a **$10.1 million (9.7%) rise** in salaries and employee benefits due to production-related commissions, Union acquisition expense base, and merit increases[239](index=239&type=chunk) [Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022](index=69&type=section&id=Six%20Months%20Ended%20June%2030,%202023%20Compared%20to%20the%20Six%20Months%20Ended%20June%2030,%202022) H1 2023 net income available to common stockholders surged 80.2% to $284.9 million, with strong net interest income growth Results of Operations (6 Months Ended June 30, Millions $) | Metric | H1 2023 ($M) | H1 2022 ($M) | Change ($M) | Change (%) | | :--------------------------------- | :----------- | :----------- | :---------- | :--------- | | Net income available to common stockholders | $284.9 | $158.1 | $126.8 | 80.20% | | Diluted EPS | $0.78 | $0.45 | $0.33 | 73.33% | | Net interest income | $665.9 | $487.8 | $178.1 | 36.51% | | Provision for credit losses | $32.6 | $24.4 | $8.2 | 33.61% | | Non-interest income | $159.7 | $160.5 | $(0.8) | -0.50% | | Non-interest expense | $431.9 | $420.2 | $11.7 | 2.78% | - Net interest margin (FTE) increased **77 basis points to 3.46%**, with earning asset yields rising **187 basis points to 4.81%**, primarily due to higher yields on variable-rate loans, investment securities, and interest-bearing deposits[253](index=253&type=chunk)[256](index=256&type=chunk) - Average loans and leases increased **$4.0 billion (14.9%)**, driven by organic origination and acquired Union loans, particularly in commercial and industrial, commercial real estate, and residential mortgages[256](index=256&type=chunk) - Interest expense increased **$215.2 million (461.9%)** due to the higher interest rate environment and a **$943.1 million (4.3%) increase** in average interest-bearing deposits, with time deposits increasing **$1.6 billion (55.3%)** as customer preferences shifted[258](index=258&type=chunk) - Operating non-interest expense (non-GAAP) increased **$44.3 million (11.5%)**, primarily due to annual merit increases, reduced salary deferrals, the Union acquisition expense base, and higher FDIC insurance costs[266](index=266&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk) [FINANCIAL CONDITION](index=77&type=section&id=FINANCIAL%20CONDITION) Total assets increased to $44.778 billion, driven by loan growth, while deposits decreased and borrowings significantly increased Financial Condition (Millions $) | Metric (in millions) | June 30, 2023 | December 31, 2022 | Change ($M) | Change (%) | | :------------------- | :------------ | :---------------- | :---------- | :--------- | | Total Assets | $44,778 | $43,725 | $1,053 | 2.41% | | Net Loans and Leases | $30,941 | $29,853 | $1,088 | 3.64% | | Total Deposits | $33,825 | $34,770 | $(945) | -2.72% | | Borrowings | $4,372 | $2,465 | $1,907 | 77.36% | | Non-performing assets | $148 | $119 | $29 | 24.37% | - Loan growth was led by residential mortgages (up **$792 million, 15.0%**) and commercial and industrial loans (up **$117 million, 1.6%**), particularly in Pittsburgh, Cleveland, and North Carolina markets[275](index=275&type=chunk)[276](index=276&type=chunk) - The increase in non-performing assets was primarily due to a single commercial and industrial loan downgraded to non-performing status during the quarter[277](index=277&type=chunk) - Total deposits decreased due to normal seasonal declines in public funds, seasonal income tax payments, and inflationary pressures, with a shift towards certificates of deposits[281](index=281&type=chunk) [Capital Resources and Regulatory Matters](index=80&type=section&id=Capital%20Resources%20and%20Regulatory%20Matters) FNB maintains a strong capital base, exceeding regulatory requirements, with an active share repurchase program and CECL phase-in - FNB and FNBPA exceeded all regulatory capital requirements and were considered "**well-capitalized**" at June 30, 2023[288](index=288&type=chunk)[292](index=292&type=chunk) Capital Ratios (June 30, 2023) | Capital Ratios (June 30, 2023) | F.N.B. Corporation | FNBPA | Minimum Capital Requirements plus Capital Conservation Buffer | | :----------------------------- | :----------------- | :------ | :---------------------------------------------------------- | | Total capital ratio | 12.33% | 12.72% | 10.50% | | Tier 1 capital ratio | 10.35% | 10.69% | 8.50% | | Common equity tier 1 ratio | 10.05% | 10.46% | 7.00% | | Leverage ratio | 8.68% | 8.96% | 4.00% | - FNB has **$139.1 million** remaining for common stock repurchases under its existing **$300 million** program[285](index=285&type=chunk) - FNB elected to phase in the **CECL impact** on regulatory capital, with a total deferred impact of approximately **$34.4 million (10 basis points)** on CET1 capital as of June 30, 2023[289](index=289&type=chunk)[290](index=290&type=chunk) - Stress tests indicate that regulatory capital ratios would remain above requirements and liquidity levels would be maintained even under severely adverse economic scenarios[291](index=291&type=chunk) [LIQUIDITY](index=82&type=section&id=LIQUIDITY) FNB maintained ample liquidity despite deposit decreases, with high deposit insurance coverage and significant unused borrowing capacity - Total deposits decreased **$945.1 million (2.7%)** from December 31, 2022, and **$592 million (1.7%)** from March 8, 2023, due to seasonal declines, tax payments, and inflationary pressures, with a shift to time deposits[300](index=300&type=chunk)[301](index=301&type=chunk) - FNB maintained ample liquidity, with approximately **76% of deposits insured by the FDIC or collateralized**, and unused wholesale borrowing capacity of **$15.279 billion**, covering **1.9 times** uninsured and non-collateralized deposits[301](index=301&type=chunk)[302](index=302&type=chunk)[303](index=303&type=chunk) Parent Company Liquidity Metrics | Parent Company Liquidity Metrics | June 30, 2023 | December 31, 2022 | Internal Limit | | :------------------------------- | :------------ | :---------------- | :------------- | | Liquidity coverage ratio | 2.7 times | 1.7 times | > 1 time | | Months of cash on hand | 16.7 months | 13.6 months | > 12 months | - FNB has **$2.2 billion** in cash and salable unpledged government and agency securities (**4.9% of total assets**), exceeding its policy minimum of **3.0%**[302](index=302&type=chunk)[303](index=303&type=chunk) [MARKET RISK](index=84&type=section&id=MARKET%20RISK) FNB manages interest rate risk through asset/liability policies, benefiting from rising rates with a positive cumulative repricing gap - FNB is primarily exposed to interest rate risk, managed through asset/liability policies, derivative instruments, and measures like earnings simulation, Economic Value of Equity (EVE), and gap analysis[305](index=305&type=chunk)[306](index=306&type=chunk)[308](index=308&type=chunk) Repricing Gap (Millions $) | Repricing Gap (in millions) | Within 1 Month | 2-3 Months | 4-6 Months | 7-12 Months | Total 1 Year | | :-------------------------- | :------------- | :--------- | :--------- | :---------- | :----------- | | Assets | $15,620 | $1,302 | $1,372 | $2,118 | $20,412 | | Liabilities | $8,434 | $1,051 | $1,056 | $2,326 | $12,867 | | Off-balance sheet | $(1,000) | $400 | $(200) | $(200) | $(1,000) | | Period Gap | $6,186 | $651 | $116 | $(408) | $6,545 | | Cumulative Gap to Assets | 15.5% | 17.1% | 17.4% | 16.4% | | - The positive cumulative repricing gap of **16.4%** at June 30, 2023 (up from **8.4%** at Dec 31, 2022) indicates a greater amount of repricing earning assets than interest-bearing liabilities over the next 12 months, benefiting from higher rates[310](index=310&type=chunk) Net Interest Income Change (12 months) | Net Interest Income Change (12 months) | June 30, 2023 | December 31, 2022 | ALCO Limits | | :------------------------------------- | :------------ | :---------------- | :---------- | | +300 basis points | 14.2% | 5.5% | n/a | | +200 basis points | 9.4% | 3.3% | (5.0)% | | +100 basis points | 4.7% | 1.1% | (5.0)% | | -100 basis points | 1.3% | 1.2% | (5.0)% | | -200 basis points | 2.0% | 0.9% | (5.0)% | - FNB's asset-sensitive position, with **47% of net loans and leases indexed to short-term rates**, has benefited from FOMC rate increases. Management aims for a more neutral position given market expectations[315](index=315&type=chunk)[317](index=317&type=chunk) [RISK MANAGEMENT](index=87&type=section&id=RISK%20MANAGEMENT) FNB's risk management framework addresses seven major risk categories, guided by a risk appetite statement and Board oversight - FNB identifies seven major risk categories: credit, market, liquidity, reputational, operational, legal and compliance, and strategic risk[319](index=319&type=chunk) - The Board of Directors adopted a risk appetite statement, monitored by **Key Risk Indicators (KRIs)**, to guide operations and optimize shareholder value within acceptable risk levels[320](index=320&type=chunk) - A governance structure involving the Board's Risk Committee and the senior management-level Risk Management Council ensures oversight and alignment of risk, capital, and performance[321](index=321&type=chunk) - Specialized departments (e.g., Enterprise-Wide Risk Management, Fraud Risk, Loan Review, Model Risk Management, Third-Party Risk Management, Anti-Money Laundering, Appraisal Review, Compliance, Information and Cyber Security) report to the Chief Risk Officer to implement risk management strategies[323](index=323&type=chunk) [RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS TO GAAP](index=89&type=section&id=RECONCILIATIONS%20OF%20NON-GAAP%20FINANCIAL%20MEASURES%20AND%20KEY%20PERFORMANCE%20INDICATORS%20TO%20GAAP) This section provides detailed reconciliations of FNB's non-GAAP financial measures and key performance indicators to comparable GAAP measures - Reconciliations are provided for non-GAAP measures including operating net income available to common stockholders, operating earnings per diluted common share, return on average tangible common equity, operating return on average tangible common equity, return on average tangible assets, tangible book value per common share, tangible equity to tangible assets, tangible common equity to tangible assets, and efficiency ratio (FTE)[327](index=327&type=chunk)[328](index=328&type=chunk)[329](index=329&type=chunk)[330](index=330&type=chunk)[331](index=331&type=chunk)[332](index=332&type=chunk)[333](index=333&type=chunk)[334](index=334&type=chunk)[335](index=335&type=chunk)[337](index=337&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=92&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item refers to the Market Risk section within Item 2 for detailed disclosures on FNB's exposure to market risk - Information on quantitative and qualitative disclosures about market risk is incorporated by reference from the "Market Risk" section of Item 2, Management's Discussion and Analysis[338](index=338&type=chunk) [Item 4. Controls and Procedures](index=92&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2023, with no material changes to internal controls over financial reporting - FNB's management, including the CEO and CFO, evaluated disclosure controls and procedures and concluded they were effective at a reasonable assurance level as of June 30, 2023[339](index=339&type=chunk) - No material changes to internal controls over financial reporting occurred during the fiscal quarter ended June 30, 2023[341](index=341&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=93&type=section&id=Item%201.%20Legal%20Proceedings) This item refers to Note 12 of the Consolidated Financial Statements for information on FNB's legal and regulatory matters - Information on legal proceedings is incorporated by reference from Note 12, "Commitments, Credit Risk and Contingencies," in the Notes to the Consolidated Financial Statements[342](index=342&type=chunk) [Item 1A. Risk Factors](index=93&type=section&id=Item%201A.%20Risk%20Factors) This section highlights additional risk factors from recent banking industry disruption, including potential for enhanced regulation and increased FDIC assessments - Recent banking sector volatility (SVB, Signature Bank, First Republic Bank failures) may lead to enhanced government regulation and supervision, including potential changes to liquidity risk management, deposit concentrations, capital adequacy, and stress testing requirements[344](index=344&type=chunk)[345](index=345&type=chunk)[346](index=346&type=chunk)[351](index=351&type=chunk)[352](index=352&type=chunk) - FNB may experience increases in **FDIC insurance assessments** due to losses incurred by the Deposit Insurance Fund (DIF) from recent bank failures, potentially impacting results of operations and financial condition[347](index=347&type=chunk)[348](index=348&type=chunk) - Liquidity risk could impair FNB's ability to fund operations and meet obligations, especially if deposits are withdrawn rapidly or if the company cannot attract sufficient low-cost funding, potentially leading to higher funding costs or realized losses from selling securities[349](index=349&type=chunk) - Increased regulatory scrutiny and enforcement posture from U.S. government authorities could result in investigations, fines, penalties, or other adverse effects on FNB's business, financial condition, results of operations, or reputation[350](index=350&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=95&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) FNB repurchased 2,288,558 common shares in May 2023 at $10.80 per share, with $139.1 million remaining for repurchases Unregistered Sales of Equity Securities and Use of Proceeds | Period | Total shares purchased | Average price paid per share | Maximum dollar value of shares that may yet be purchased under programs | | :----------------------- | :--------------------- | :--------------------------- | :-------------------------------------------------------------------- | | May 1 - May 31, 2023 | 2,288,558 | $10.80 | $139,135,297 | | Total (Q2 2023) | 2,288,558 | $10.80 | | [Item 3. Defaults Upon Senior Securities](index=95&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - No defaults upon senior securities were reported[355](index=355&type=chunk) [Item 4. Mine Safety Disclosures](index=95&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to FNB's operations - Not Applicable[355](index=355&type=chunk) [Item 5. Other Information](index=95&type=section&id=Item%205.%20Other%20Information) No other information was reported under this item - No other information was reported[356](index=356&type=chunk) [Item 6. Exhibits](index=96&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including certifications and XBRL instance documents - Exhibits include certifications (Sarbanes-Oxley Act Sections 302 and 906) and Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents, and Cover Page Interactive Data File)[357](index=357&type=chunk) SIGNATURES [SIGNATURES](index=97&type=section&id=SIGNATURES) The report is duly signed by F.N.B. Corporation's Chairman, President and CEO, CFO, and Corporate Controller as of August 4, 2023 - The report is signed by Vincent J. Delie, Jr. (Chairman, President and CEO), Vincent J. Calabrese, Jr. (CFO), and James L. Dutey (Corporate Controller) on August 4, 2023[360](index=360&type=chunk)

Financial Data and Key Metrics Changes - The company reported a net income of $140.4 million for Q2 2023, translating to $0.39 per diluted common share, marking a 39% increase year-to-date [105] - Total deposits decreased by $365 million, or 1.1%, to $33.8 billion, primarily due to seasonal outflows and tax-related payments [8][101] - The CET1 ratio remained solid at 10%, with tangible book value per share increasing to $8.79, up $0.13 from the previous quarter [9][111] Business Line Data and Key Metrics Changes - Consumer loans increased by $517 million, driven by strong seasonal contributions from the Physicians First mortgage program [24] - Commercial loans and leases grew by $164 million, reflecting a 0.8% increase, with improved loan spreads [24] - Noninterest income is expected to be between $315 million and $325 million for the full year, with Q3 projected around $80 million [10] Market Data and Key Metrics Changes - The loan-to-deposit ratio increased to 92.7%, indicating strong loan growth relative to deposits [25] - The average total loan increased by 2.1% linked quarter to over $31 billion, with commercial loan balances benefiting from solid production [20] - The company experienced a 12% year-over-year loan growth while adhering to conservative underwriting guidelines [21] Company Strategy and Development Direction - The company is focused on enhancing its product suite and digital capabilities, including the launch of the Common Application to streamline customer interactions [4][120] - There is an emphasis on maintaining a diversified portfolio and proactive credit risk management to navigate economic downturns [6][22] - The company aims to capitalize on market disruptions and continue driving shareholder value through strategic investments and operational efficiencies [111] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to manage risks and maintain asset quality metrics near historical lows despite economic challenges [23][107] - The company anticipates a flat deposit balance for the remainder of 2023, with expectations for seasonal municipal deposits to support noninterest-bearing accounts [26][28] - Management noted that the competitive landscape for deposits has intensified, but they expect to maintain a favorable mix of noninterest-bearing deposits above pre-COVID levels [8][101] Other Important Information - The company repurchased 2.3 million shares at a weighted average price of $10.80 during the quarter [9] - Noninterest expense totaled $212 million, a decrease of nearly 4% from the previous quarter, reflecting effective cost management [124] - The effective tax rate is expected to be between 20% and 21% for the full year [27] Q&A Session Summary Question: What is the outlook for noninterest-bearing deposits? - Management indicated that they expect noninterest-bearing deposits to remain above pre-COVID levels, targeting a ratio around the mid-30s [28][130] Question: How does the company plan to manage expenses moving forward? - The company continues to focus on cost savings and efficiency, actively renegotiating contracts to mitigate inflationary impacts [15][30] Question: What are the expectations for loan growth and credit events? - Management stated that they are proactively managing the loan portfolio and do not anticipate significant changes in risk management practices despite expectations of potential credit events [58][135] Question: How is the company positioned in the current competitive landscape? - The company believes its diversified franchise and strong customer relationships have allowed it to weather recent banking disruptions effectively [44][68]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 For the quarterly period ended March 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission file number 001-31940 F.N.B. CORPORATION (Exact name of registrant as specified in its charter) FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 | Pennsylvania | | | | 25-1255406 | | --- | --- | - ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission file number 001-31940 F.N.B. CORPORATION (Exact name of registrant as specified in its charter) | Pennsylvania | | 25-1255406 | | --- | --- | --- ...

Financial Data and Key Metrics Changes - The company reported operating earnings per share of $1.40 for the full year 2022, marking one of the highest levels in its history [5][95] - Total revenue grew by 10% linked quarter to $416 million, with net interest income as the primary driver [92] - The net interest margin expanded from 3.19% to 3.53% quarter-over-quarter [92][119] - Total assets reached nearly $44 billion, with a 5% increase linked quarter [93] Business Line Data and Key Metrics Changes - Total loans grew by $5.3 billion year-over-year, representing a 21% increase, driven by both organic growth and acquisitions [95][102] - Non-interest income totaled $80.6 million for the fourth quarter, a decrease of 2.2% compared to the prior quarter, primarily due to lower mortgage banking operations income [120] - The Physicians First Program accounted for 25% of retail mortgage production in 2022, with the portfolio growing to $1.2 billion by year-end [97][83] Market Data and Key Metrics Changes - The company maintained a favorable deposit mix, with 34% of total deposits being non-interest bearing [94][113] - Total cumulative deposit betas ended the year at 16.3%, below the forecasted 20% [103] - Average deposits totaled $33.9 billion for the fourth quarter, reflecting a 1% increase [146] Company Strategy and Development Direction - The company plans to continue focusing on generating positive operating leverage and efficiently deploying capital to optimize risk-adjusted returns for shareholders [11][105] - The company aims to maintain a disciplined credit culture while navigating changing economic cycles [114] - The company is committed to expanding its digital delivery channels and enhancing customer relationships through analytics [134][115] Management's Comments on Operating Environment and Future Outlook - Management noted that pipelines have softened globally, with a year-over-year decrease of about 15%, reflecting economic uncertainty [14] - The company expects loan growth in the mid-single digits on a year-over-year basis for 2023 [105] - Management expressed confidence in the company's ability to execute its strategic plan despite economic challenges [142] Other Important Information - The company closed two acquisitions in 2022, enhancing its market position in key areas [95][97] - The efficiency ratio for the full year was reported at 52%, with a goal to keep it below 50% in 2023 [9][41] - The company returned $220 million to shareholders through dividends and share repurchase programs [96] Q&A Session Summary Question: What are the strongest growth areas geographically? - Management highlighted that the Carolinas have produced significant net loan growth, contributing roughly 40% over the last three years [17][66] Question: What is the company's strategy regarding capital management and potential buybacks? - The company remains committed to optimizing shareholder value and will evaluate share buybacks as it builds past the 10% CET1 ratio [130][131] Question: How is the company managing deposit costs in the current environment? - The company is actively managing interest-bearing deposit costs and utilizing analytics to drive deposit growth [34][134] Question: What are the expectations for mortgage activity in the coming year? - Management expects to outperform the market in mortgage production, despite a general industry decline [74][83]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission file number 001-31940 F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 25-1255406 (State or other jurisdi ...

F.N.B. Corporation (NYSE:FNB) Q3 2022 Earnings Conference Call October 19, 2022 8:30 AM ET Company Participants Lisa Constantine - Manager of Investor Relations Vince Delie - Chairman, President and Chief Executive Officer Gary Guerrieri - Chief Credit Officer Vince Calabrese - Chief Financial Officer Conference Call Participants Jared Shaw - Wells Fargo Securities Daniel Tamayo - Raymond James Casey Haire - Jefferies Michael Perito - KBW Brandon King - Truist Securities Brian Martin - Janney Montgomery Ope ...

| --- | --- | |-------------------------|-------| | | | | F.N.B. Corporation | | | | | | Earnings Presentation | | | Third Quarter 2022 | | | October 19, 2022 | | | | | Cautionary Statement Regarding Forward-Looking Information 2 This document may contain statements regarding F.N.B. Corporation's outlook for earnings, revenues, expenses, tax rates, capital and liquidity levels and ratios, asset quality levels, financial position and other matters regarding or affecting our current or future business and ope ...

PART I – FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for F.N.B. Corporation as of June 30, 2022, and for the three and six-month periods then ended, including balance sheets, income statements, and cash flows Consolidated Balance Sheet Highlights (June 30, 2022 vs. Dec 31, 2021) | Metric | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | $41,681 million | $39,513 million | | **Net Loans and Leases** | $27,666 million | $24,624 million | | **Total Deposits** | $33,480 million | $31,726 million | | **Total Liabilities** | $36,245 million | $34,363 million | | **Total Stockholders' Equity** | $5,436 million | $5,150 million | Consolidated Income Statement Highlights (Six Months Ended June 30) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Net Interest Income** | $488 million | $451 million | | **Provision for credit losses** | $24 million | $5 million | | **Net Income** | $162 million | $195 million | | **Net Income Available to Common Stockholders** | $158 million | $191 million | | **Diluted EPS** | $0.45 | $0.59 | [Note 3. Mergers and Acquisitions](index=12&type=section&id=Note%203.%20Mergers%20and%20Acquisitions) FNB completed its acquisition of Howard Bancorp, Inc. on January 22, 2022, for approximately $443 million, resulting in the issuance of 34.1 million shares of common stock and the recognition of $172 million in goodwill - On January 22, 2022, FNB completed the acquisition of Howard Bancorp, Inc. for a total value of approximately **$443 million**[29](index=29&type=chunk) Howard Bancorp, Inc. Acquisition Details | Item | Value (in millions) | | :--- | :--- | | Fair value of consideration paid | $443 | | Fair value of identifiable assets acquired | $2,356 | | Fair value of liabilities assumed | $2,085 | | Goodwill recognized | $172 | - On May 31, 2022, FNB entered into a definitive merger agreement to acquire UB Bancorp for approximately **$119 million**, with the transaction expected to close in late 2022[36](index=36&type=chunk)[38](index=38&type=chunk) [Note 4. Securities](index=14&type=section&id=Note%204.%20Securities) As of June 30, 2022, the company held **$3.57 billion** in Available-for-Sale (AFS) debt securities and **$3.74 billion** in Held-to-Maturity (HTM) debt securities, with AFS having **$221 million** in gross unrealized losses Debt Securities Portfolio (June 30, 2022) | Portfolio | Amortized Cost | Fair Value | Gross Unrealized Gains | Gross Unrealized Losses | | :--- | :--- | :--- | :--- | :--- | | **Available for Sale (AFS)** | $3,785 million | $3,566 million | $2 million | ($221) million | | **Held to Maturity (HTM)** | $3,740 million | $3,470 million | $2 million | ($272) million | - The unrealized losses in the AFS portfolio are considered temporary and caused by interest rate movements, not expected credit losses[47](index=47&type=chunk)[48](index=48&type=chunk) [Note 5. Loans and Leases](index=19&type=section&id=Note%205.%20Loans%20and%20Leases) Total loans and leases, net of unearned income, grew to **$28.04 billion** at June 30, 2022, from **$24.97 billion** at year-end 2021, with non-performing loans at **$92 million** (**0.33%** of total loans) Loan and Lease Portfolio Composition | Loan Category | June 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total commercial loans and leases | $17,991 million | $16,465 million | | Total consumer loans | $10,053 million | $8,503 million | | **Total loans and leases** | **$28,044 million** | **$24,968 million** | Asset Quality Ratios | Ratio | June 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Non-performing loans / total loans and leases | 0.33% | 0.35% | | Non-performing assets + 90 days past due / total loans and leases + OREO | 0.39% | 0.41% | - Total Troubled Debt Restructurings (TDRs) increased slightly to **$95 million** as of June 30, 2022, from **$92 million** at December 31, 2021[74](index=74&type=chunk) [Note 6. Allowance for Credit Losses on Loans and Leases](index=26&type=section&id=Note%206.%20Allowance%20for%20Credit%20Losses%20on%20Loans%20and%20Leases) The Allowance for Credit Losses (ACL) on loans and leases increased to **$378.0 million** at June 30, 2022, from **$344.3 million** at year-end 2021, primarily due to the Howard acquisition and loan growth ACL Roll-Forward (Six Months Ended June 30, 2022) | (in millions) | Amount | | :--- | :--- | | **Beginning Balance (Dec 31, 2021)** | **$344.3** | | Net Charge-offs | ($1.5) | | Provision for Credit Losses | $25.2 | | ACL for PCD Loans at Acquisition | $10.0 | | **Ending Balance (June 30, 2022)** | **$378.0** | - The ACL coverage ratio was **1.35%** at June 30, 2022, compared to **1.38%** at December 31, 2021[88](index=88&type=chunk) [Note 18. Business Segments](index=44&type=section&id=Note%2018.%20Business%20Segments) The company operates through three reportable segments: Community Banking, Wealth Management, and Insurance, with Community Banking being the primary driver of performance, generating **$157 million** in net income for the six months ended June 30, 2022 Segment Net Income (Six Months Ended June 30, 2022) | Segment | Net Income (in millions) | | :--- | :--- | | Community Banking | $157 | | Wealth Management | $9 | | Insurance | $2 | | Parent and Other | ($6) | | **Consolidated Total** | **$162** | - The Community Banking segment holds the vast majority of the company's assets, totaling **$41.5 billion** as of June 30, 2022[175](index=175&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=52&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the financial results for the second quarter and first half of 2022, highlighting record revenue of **$335.8 million** in Q2 driven by net interest income expansion from higher rates and loan growth - Q2 2022 net income available to common stockholders was **$107.1 million**, or **$0.30** per diluted share, compared to **$99.4 million**, or **$0.31** per diluted share in Q2 2021[201](index=201&type=chunk) - Revenue grew **7.5%** in Q2 2022 to a record **$335.8 million**, driven by an **11.3%** increase in net interest income due to the rising interest rate environment and strong loan growth[202](index=202&type=chunk)[205](index=205&type=chunk) - Asset quality remains strong, with annualized net recoveries of **0.01%** in Q2 2022 and an ACL to total loans ratio of **1.35%**[202](index=202&type=chunk)[207](index=207&type=chunk) [Results of Operations](index=58&type=section&id=Results%20of%20Operations) For Q2 2022, net interest income grew **11.3%** year-over-year to **$253.7 million**, benefiting from higher rates and earning asset growth, while net income for the six-month period was **$162.1 million**, down from **$194.6 million** in 2021 Q2 2022 vs Q2 2021 Performance | Metric | Q2 2022 | Q2 2021 | | :--- | :--- | :--- | | Net Interest Income | $253.7M | $227.9M | | Provision for Credit Losses | $6.4M | ($1.1M) | | Non-Interest Income | $82.2M | $79.8M | | Non-Interest Expense | $192.8M | $182.5M | - The net interest margin (FTE, non-GAAP) for Q2 2022 increased by **6 basis points** year-over-year to **2.76%**, as the earning asset yield increased despite reduced contributions from PPP loans[205](index=205&type=chunk)[223](index=223&type=chunk) - For the first six months of 2022, merger-related expenses of **$30.7 million** and an initial provision of **$19.1 million** for the Howard acquisition significantly impacted net income compared to the prior year[246](index=246&type=chunk) [Financial Condition](index=73&type=section&id=Financial%20Condition) As of June 30, 2022, total assets grew to **$41.7 billion**, up **5.5%** from year-end 2021, largely due to the Howard acquisition and organic growth, with net loans and leases increasing **12.4%** to **$27.7 billion** Balance Sheet Changes (June 30, 2022 vs Dec 31, 2021) | Account | Change ($) | Change (%) | | :--- | :--- | :--- | | Total Assets | +$2,168M | +5.5% | | Net Loans and Leases | +$3,042M | +12.4% | | Total Deposits | +$1,754M | +5.5% | - Non-performing assets increased by **$6 million** to **$102 million** at June 30, 2022, primarily driven by the acquisition of the Howard Bank portfolio[282](index=282&type=chunk) [Capital Resources and Regulatory Matters](index=76&type=section&id=Capital%20Resources%20and%20Regulatory%20Matters) FNB and its bank subsidiary remained 'well-capitalized' as of June 30, 2022, with the Common Equity Tier 1 (CET1) capital ratio for the corporation at **9.7%**, and the Board approved an additional **$150 million** for the share repurchase program F.N.B. Corporation Regulatory Capital Ratios | Ratio | June 30, 2022 | Dec 31, 2021 | Minimum + Buffer | | :--- | :--- | :--- | :--- | | **Common Equity Tier 1** | 9.72% | 9.92% | 7.00% | | **Tier 1 Capital** | 10.05% | 10.29% | 8.50% | | **Total Capital** | 12.00% | 12.18% | 10.50% | - The Board of Directors approved an additional **$150 million** for the share repurchase program in April 2022, with **$175.6 million** remaining for repurchase as of June 30, 2022[294](index=294&type=chunk) [Liquidity](index=79&type=section&id=Liquidity) The company maintains a strong liquidity position, with the parent company holding **$257.7 million** in cash, exceeding internal limits for its Liquidity Coverage Ratio (**2.6x**) and Months of Cash on Hand (**13.5 months**) - The parent company's cash position was **$257.7 million** at June 30, 2022, sufficient to cover over **13.5 months** of expenses and dividends, exceeding the internal limit of **12 months**[307](index=307&type=chunk)[309](index=309&type=chunk) - Total deposits increased by **$1.8 billion** since year-end 2021, with non-interest-bearing deposits now comprising **35.0%** of total deposits[310](index=310&type=chunk) FNBPA Credit Availability | Metric | June 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Unused wholesale credit availability | $15,717 million | $14,681 million | | Salable unpledged securities | $996 million | $836 million | [Market Risk](index=81&type=section&id=Market%20Risk) The company is primarily exposed to interest rate risk, which it manages through its Asset/Liability Committee (ALCO), with the balance sheet positioned to benefit from rising interest rates, as a +100 basis point immediate rate shock is modeled to increase net interest income by **4.8%** over 12 months Net Interest Income Sensitivity (12 Months) | Rate Shock | June 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | +200 bps | +9.4% | +14.4% | | +100 bps | +4.8% | +7.0% | | -100 bps | (4.0)% | (2.4)% | - The company's balance sheet is positioned to benefit from future FOMC rate increases, with **48%** of net loans and leases indexed to short-term rates that reprice within **three months**[328](index=328&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=90&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section incorporates by reference the information provided in the "Market Risk" section of Management's Discussion and Analysis (MD&A) within Item 2 of this report - Information regarding market risk is provided in the Market Risk section of the MD&A in Item 2 of this Form 10-Q[363](index=363&type=chunk) [Controls and Procedures](index=90&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2022, with no material changes to internal controls over financial reporting during the quarter - Management concluded that as of June 30, 2022, the company's disclosure controls and procedures were effective at a reasonable assurance level[364](index=364&type=chunk) - No changes occurred during the fiscal quarter ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, the company's internal controls over financial reporting[366](index=366&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=90&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in legal actions incidental to the normal course of business, which management does not believe will have a material adverse effect on its financial position or liquidity - The company is routinely party to legal actions considered incidental to the normal conduct of business and does not expect them to have a material adverse effect on its financial position[148](index=148&type=chunk)[367](index=367&type=chunk) [Risk Factors](index=90&type=section&id=Item%201A.%20Risk%20Factors) This section introduces new risk factors related to the recently announced acquisition of UB Bancorp, including potential integration difficulties, unrealized benefits, regulatory delays, and business uncertainties - The success of the UB Bancorp merger depends on the ability to successfully combine and integrate the businesses without disrupting customer relationships or losing key employees[369](index=369&type=chunk)[371](index=371&type=chunk) - Completion of the merger is subject to customary closing conditions, including shareholder and regulatory approvals, which may not be received, may be delayed, or may impose unforeseen conditions[372](index=372&type=chunk)[373](index=373&type=chunk) - If the merger is not completed, FNB will have incurred substantial expenses without realizing the expected benefits, which could negatively impact prospects and stock price[375](index=375&type=chunk)[376](index=376&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=93&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter ended June 30, 2022, FNB repurchased **1,101,100 shares** of its common stock at an average price of **$11.77** per share, and the Board authorized an additional **$150 million** for the share repurchase program Share Repurchases (Q2 2022) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2022 | 335,000 | $11.90 | | May 2022 | 766,100 | $11.72 | | **Total** | **1,101,100** | **$11.77** | [Exhibits](index=94&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Deferred Compensation Plan, form of director restricted stock unit agreement, and certifications by the CEO and CFO as required by the Sarbanes-Oxley Act - Exhibits filed include CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, as well as Inline XBRL data files[387](index=387&type=chunk)

F.N.B. Corporation (NYSE:FNB) Q2 2022 Earnings Conference Call July 21, 2022 8:30 AM ET Company Participants Lisa Constantine - Investor Relations Vince Delie - Chairman, President & Chief Executive Officer Gary Guerrieri - Chief Credit Officer Vince Calabrese - Chief Financial Officer Conference Call Participants Timur Braziler - Wells Fargo Securities Daniel Tamayo - Raymond James Michael Perito - KBW Russell Gunther - D.A. Davidson Brian Martin - Janney Operator Good morning and welcome to the F.N.B. Cor ...